This week, we’re focusing on ‘works for hire’ and the contracts that control them.

Depending on what sort of work for hire project you’re working on, your client may provide you with information to complete the project. This information may or may not be considered proprietary — information that they effectively own. In the most technical legal sense, proprietary information must be some kind of intellectual property: something that can be copyrighted, trademarked, or patented, or can be considered a trade secret.

If your project requires you to have access to proprietary information, your client will likely include a clause in your contract, restricting your use of the information. Such a clause might read something like this:

The parties hereto acknowledge that during the course of WRITER’s service to CLIENT pursuant to this agreement, it will become necessary or desirable for CLIENT to disclose to WRITER a substantial amount of CLIENT Proprietary Information. WRITER fully understands that the maintenance of such information in strict confidence and the confinement of its use to CLIENT is of vital importance to CLIENT. WRITER agrees that the information and knowledge divulged to the WRITER by CLIENT or which WRITER acquires in connection with or as a result of WRITER’s services hereunder will be regarded by WRITER as confidential.

Generally, this is a reasonable action on a client’s part and it’s only rarely that such information is so useful to you that you’d do anything to use it on another project. Problems creep in, however, with enforcement. I’ve run across clients that assumed handing a writer a stack of research they did on the internet was giving a writer proprietary information. Afraid not, kids. Neither can this clause limit your ability to write about a specific topic down the line.

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3 Comments

While I was not writing when I worked at different jobs years ago, I did learn the importance of client confidentiality. I admit, however, to wondering if such applies after the institution in question has gone kaput . . .

The real key there seems to be if you had access to information about people outside of the actual organization — like if you worked in a doctor’s office and had access to patients’ records. That’s pretty air tight.

But if you worked for a start-up that failed, they can’t enforce a confidentiality agreement covering their practices and such